rushil decor bs 10 11

17TH ANNUAL REPORT 2010-11 1

RUSHIL DECOR LIMITED

CORPORATE INFORMATION

BOARD OF DIRECTORS :

Mr. Ghanshyambhai A. Thakkar Chairman & Whole time DirectorMr. Krupesh G. Thakkar Managing DirectorMr. Kabdi Narendra Kumar Jain Independent DirectorMr. Shankar Prasad Bhagat Independent DirectorMr. Harshadbhai N. Doshi Independent Director

AUDIT COMMITTEE :

Mr. Shankar Prasad Bhagat ChairmanMr. Kabdi Narendra Kumar Jain MemberMr. Harshadbhai N. Doshi Member

COMPANY SECRETARY & COMPLIANCE OFFICER :

Mr. Hasmukh K. Modi

STATUTORY AUDITORS :

M/s. D.R. Thakkar & Co.Chartered Accountants

B-102, Adhunik Apartment,58, Pritamnagar Society,

Ellisbridge, Ahmedabad -380 006.

PRINCIPAL BANKERS :

BANK OF BARODAKalol Branch,

N.G. Road, Kalol.

ALLAHABAD BANKS.P. Nagar Branch,

Opp. S.P. Samaj Seva Hall,Navrangpura, Ahmedabad.


17TH ANNUAL REPORT 2010-112

REGISTERED AND CORPORATE OFFICE

REGISTERED OFFICE :

S. No. 125, Nr. Kalyanpura Patia,Gandhinagar Mansa Road,Village Itla, Tal. Kalol,Dist. Gandhinagar.PIN - 382845.

CORPORATE OFFICE :

1, Krinkal Apartment,Opp. Mahalaxmi Temple,Mahalaxmi Society,Paldi, Ahmedabad,PIN - 380 007.

REGISTRAR & SHARE TRANSFER AGENT :

BIGSHARE SERVICES PRIVATE LIMITEDE/2, Ansa Industrial Estate, Saki vihar Road,Saki naka, Andheri(E), Mumbai-400 072.

CONTENTS :

Notice .................................................................................................................................................. 3

Directors’ Report .................................................................................................................................. 4

Corporate Governance Report ............................................................................................................... 8

Auditors’ Report ................................................................................................................................. 13

Balance Sheet ................................................................................................................................... 16

Profit & Loss Account ........................................................................................................................ 17

Schedules & Notes to Accounts ......................................................................................................... 27

Cash Flow Statement ......................................................................................................................... 40

Financial Statistics ............................................................................................................................. 42



NOTICE

NOTICE is hereby given that the Seventeenth Annual General Meeting of the Members of RushilDecor Limited will be held at the Registered Office of the Company at S. No. 125, Nr. Kalyanpura Patia,Village Itla, Gandhinagar Mansa Road, Tal. Kalol, Dist. Gandhinagar – 382845, Gujarat, India on21st day of September, 2011 at 11.00 a.m. to transact the following business:

ORDINARY BUSINESS :1. To consider and adopt the audited Balance Sheet as at March 31, 2011, Profit and Loss Account

for the year ended on that date together with the Schedule and Notes attached thereto, and theReports of the Directors and the Auditors thereon.

2. To declare dividend on Equity Shares.

3. To appoint a director in place of Mr. Harshadbhai N. Doshi, who retires by rotation and beingeligible, offers himself for reappointment.

4. To appoint Auditors to hold office from the conclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting and to fix their remuneration.

NOTE :1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO

ATTEND AND VOTE (ON POLL) INSTEAD OF HIMSELF AND A PROXY NEED NOT BEA MEMBER OF THE COMPANY. THE PROXY FORMS DULY COMPLETED SHOULD REACHTHE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THEMEETING.

2. Members are requested to inform the Company’s Registrars and Share Transfer Agents viz.Bigshare Services Private Limited regarding changes, if any, in their registered addresses with thePIN code number including Email Address and ECS details.

3. Members may please bring the Admission Slip duly filled in and may hand over the same at theentrance to the Meeting Hall.

4. The Register of Members and the Transfer Books of the Company, will be closed from Friday, 16thSeptember 2011 up to Wednesday, 21st September 2011, both days inclusive for the purpose ofdetermining the Members eligible for Dividend.

5. In respect of shares held in electronic form, dividend will be paid to the beneficial holders as perthe beneficiary list to be provided by the National Securities Depository Limited and CentralDepository Services (India) Limited for this purpose.

6. As per the provisions of Section 109A of the Companies Act, 1956, the facility for makingNomination is available to the shareholders of the Company in respect of the equity shares held bythem. Nomination forms can be obtained from the Company’s Registrar and Share TransferAgents, viz. Bigshare Services Private Limited.

By order of the Board

Hasmukh K. ModiDate : 18.08.2011 Company Secretary

Registered Office :S.No. 125, Nr. Kalyanpura Patia,Vill. Itla, Gandhinagar Mansa Road,Tal. Kalol, Dist. Gandhinagar.



DIRECTORS’ REPORT

To,The Members of Rushil Decor Limited

The Directors have pleasure in presenting the Seventeenth Annual Report on the business andoperations of the Company along with the Audited Statement of Accounts for the year ended31st March, 2011:

FINANCIAL HIGHLIGHTS : (Rs. In lacs)

Particulars 2010-11 2009-10

Gross Turnover with excise 12236.42 9910.54

Profit before Interest, Depreciation and Taxation 1454.66 1320.52

Less : Interest & Financial Charges 556.50 470.35

Profit before Depreciation and Taxation 898.16 850.17

Less : Depreciation 234.89 175.65

Profit before Tax 663.27 674.52

Provision for Taxation :

- Current Tax 200.12 289.13

- Short Provision of earlier years 15.63 33.96

Profit after Tax 447.52 351.43

Add : Balance of Profit brought forward from previous year 452.35 438.25

Profit available for appropriation 899.87 789.68

Appropriation to :

- Dividend/Interim Dividend on Equity Shares (including tax on dividends) 83.96 307.33

- Transfer to General Reserve 0 30.00

Balance Carried over to the Balance Sheet 815.91 452.35

DIVIDEND :

The directors are pleased to recommend 5% dividend on equity shares, subject to approval by theshareholders at the ensuing Annual General Meeting. The dividend payout on equity sharesrecommended by the directors of the Company is Rs. 72,00,000/- calculated at the rate of 5% (Rs. 0.50per Share) on 1,44,00,000 equity share of the face value of Rs.10 each.

REVIEW OF BUSINESS OPERATION :

Rushil Décor Limited has delivered one of its best ever performances. Sales income for the year 2010-11was 12236.42 lacs, registering a growth of 23.47% over previous year’s sales of 9910.54 lacs. Thisgrowth was attributable to the continued dynamism of the Indian economy resulting in high consumerconfidence, favorable demographics.

OUTLOOK :

Keeping in view the performance and future prospects of the Company’s business and the boomingeconomy in India coupled with growth in laminate Industry and increasing absorption across the RealEstate Markets, your Company is poised for sustained growth and the outlook is bright.


RUSHIL DECOR LIMITEDNEW PROJECT :

Our project at Chikmagalur, Karnataka is at completion stage whereby machineries are under installationstage which will be completed by next month end. Company is planning to start commercial productionbefore the month of November, 2011.

INITIAL PUBLIC OFFER :

The company has made an Initial Public Offering of 56,43,750 Equity Share of Rs. 10/- Each with apremium of Rs. 62/- per Equity Share aggregating to Rs. 40,63,50,000/- in the Month of June, 2011 videprospectus dated 28

th June, 2011. The issue was fully subscribed. The Shares of the Company to be

listed in the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

CHANGES IN CAPITAL STRUCTURE :

Your Company has successfully concluded the Initial Public Offer of 56,43,750 Equity Shares of facevalue of Rs. 10/- each at a price of Rs.72/- per equity share (including a share premium of Rs. 62/- perequity share). After this public issue, total Issued, subscribed and Paid-up share capital of the Companyis increased to Rs.1440.00 Lacs divided into 1,44,00,000 Equity Shares of Rs. 10/- each.

CORPORATE GOVERNANCE :

A detailed report on Corporate Governance has been included as an attachment to this Report.

INSURANCE :

The Company’s plant, property, equipments, stocks and workers are adequately insured against majorrisks.

DIRECTORS :

Mr. Harshadbhai N. Doshi, Director of your Company, retires by rotation and, being eligible, offers himself for re-appointment.

Appropriate resolution for the reappointment of the aforesaid Director is being moved at the ensuingAnnual General Meeting, which the Board commends for your approval.

AUDITORS & AUDITORS’ REPORT :

M/s. D.R. Thakkar & Co., Chartered Accountants, Ahmedabad, who are to retire at the conclusion ofensuing Annual General Meeting have issued a letter confirming that they have not been subjected toPeer Review Audit process conducted by the Institute of Chartered Accountant of India. Accordingly, theyare ineligible to be reappointed in the ensuing Annual General Meeting. The directors wish to place onrecord their appreciation of the professional services rendered by them during their association with thecompany.

Further, company has received a letter from M/s. Parikh & Majmudar, Chartered Accountants, havingtheir office at: 204-5-6, Harsh Avenue, Opp. Old High Court, Navjeevan Press Road, Income Tax,Ahmedabad-380014, Gujarat; indicating their willingness to be appointed as the statutory auditors of theCompany from the conclusion of forthcoming 17th Annual General Meeting until the conclusion of nextAnnual General Meeting of the Company and confirming that their appointment, if made, will be inCompliance with the requirements of Section 224 (1B) of the Companies Act, 1956 and holdingcertificate from ICAI for Peer Review.

The observation of the auditors referred to in the Auditors’ Report have been suitably explained in theNotes on Accounts.

AUDIT COMMITTEE :

The members of the Audit Committee are Mr. Shankar Prasad Bhagat, Chairman, Mr. NarendrakumarJain Kabdi, and Mr. Harshadbhai Navnitlal Doshi, all are independent Non Executive Director of theCompany.



DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956, the Board ofDirectors of the Company hereby state and confirm that,(a) In the preparation of the annual accounts, the applicable accounting standards have been followed

along with proper explanations relating to material departure;(b) The Directors have selected such accounting policies and have applied them consistently and

have made judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of the profit of theCompany for the year under review;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF THE EMPLOYEES :

The Company had not paid any remuneration attracting the provisions of section 217(2A) of the Compa-nies Act, 1956 read along with the Companies (Particulars of Employees) Rules, 1975. Hence, noinformation is required to be appended to this report in this regard.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Additional information on conservation of energy, technology absorption, foreign exchange earnings andoutgo as required, to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read withthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexedhereto and forms part of this report.

ACKNOWLEDGMENTS :

Your Directors are pleased to place on record their sincere appreciation for the valuable assistance andco-operation extended to the company by its Customers, Bankers, Financial Institutions, State andCentral Government Authorities, Service Providers, Contractors and the Stake Holders. Your Directorsdesire to place on record their appreciation of the dedicated services and valuable contribution by theemployees of the company at all levels.

For and on behalf of Board of Directors

Place : Ahmedabad Ghanshyambhai A. ThakkarDate : 04.07.2011 Chairman



ANNEXURE - A TO DIRECTORS’ REPORTUnder section 217(1) (E) of the Companies Act, 1956

Additional information in terms of notification no. 1029 dated 31.12.98 by the Department of Companyaffairs.

1. CONSERVATION OF ENERGY :The Company has successfully implemented various energy conservation techniques in the areasof lighting, vacuum system, air-conditioning and process water cooling / evaporation systems atits manufacturing facilities.

2. RESEARCH AND DEVELOPMENT (R & D) :1. Specific areas in which R & D has been carried out :

It always remains prime goal of the Company to provide innovative product in design andfinishing to the customers without compromising with quality. In the earlier year, Companyhas started a manufacturing of plain particle board using cotton stalk as raw material.

2. Benefits derived as a result of the above R & D :a. Improvement in quality and innovation in the final product.b. There are a lot of benefits that may emerge to the farmers and public of small villages

because of our cotton stalk based particle board unit. This was totally new concept inIndia because we were the first manufacturer that producing particle board / chip boardfrom cotton waste and succeed in that.

3. Future plan of action :To make further progress on areas enunciated above.

4. Expenditure on R & D :a. Capital : Nilb. Recurring : As of Now, it is being maintained as an ongoing

part of production activities and a separate headof account is not maintained.

c. Total : Not Applicabled. Total R & D expenditure as a

percentage of total turnover : Not Applicable.

3. TECHNOLOGY ABSORPTION AND INNOVATION :1. Company has started production of particle / chip board from cotton stalk which is eco

friendly concept. Using of cotton stalk will become earning for the farmers who were earliermaking cost for its disposal.

2. Benefits derived as a result of above efforts :· Surrounding public will be benefited more due to particle board unit.· Product improvement· Reduced cost of final products· Comparable quality and performance with products produced using imported materials

3. Details of technology imported during the last five years reckoned from the beginning of thefinancial year :a. Technology imported : Nilb. Year of import : Not applicablec. Has technology been fully absorbed : Not Applicabled. If not, fully absorbed areas where this has not taken

place. Give reasons for the same and explain futureplan of action, if any : Not Applicable

4. FOREIGN EXCHANGE EARNING AND OUTGO:The particulars regarding foreign exchange earnings and outgo are given in Schedule forming partof the Accounts.



ANNEXURE - B TO DIRECTORS’ REPORTCORPORATE GOVERNANCE REPORT

Note : Though not applicable in the Financial Year 2010-11, Company is providing this reportvoluntarily.The report on Corporate Governance is pursuant to Clause 49 of the Listing Agreement to be entered intowith the Stock Exchanges. The Company has complied with the applicable requirements of Clause 49 ofthe Listing Agreement as far as possible. In the fast changing business scenario, good CorporateGovernance helps in achieving long term Corporate Goals of enhancing Stakeholders’ value. CorporateGovernance focuses on commitment to values, adhering to ethical business practices. This includescorporate structures, culture, policies and the manner in which the corporate entity deals with variousstakeholders, with transparency being the key word.

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE :The Company came out with its Initial Public Offer of equity shares in the month of June, 2011 and theshares of the Company will get listed on National Stock Exchange of India Limited and Bombay StockExchange Limited in this month. However, the Company complied voluntarily with the norms of CorporateGovernance, as stipulated under Clause 49 of the Listing Agreement, to the extent practicable, evenbefore the shares of the Company are actually listed. This report includes the relevant compliancesrelating to the year under Report.

BOARD OF DIRECTORS :The Composition of the Board is in total conformity with Clause 49 of the Listing Agreement, as amendedfrom time to time. The constitution of the Board aims at ensuring Directors’ commitment to participate inthe affairs of the Company with understanding and Competence to deal with current and emergingbusiness issues.Composition of the Boards as on 31st March, 2011 is as follows :Name of the Director Category Position

Mr. Ghanshyambhai A. Thakkar Promoter Executive and Whole Time Director

Mr. Krupesh Thakkar Promoter Executive and Managing Director

Mr. Narendra Kumar Jain Kabdi ----- Independent and Non Executive Director

Mr. Harshadbhai Doshi ----- Independent and Non Executive Director

Mr. Shankar Prasad Bhagat ----- Independent and Non Executive Director

CODE OF CONDUCT :The Board of Directors of the Company has laid down a code of conduct for all Board members andSenior Management of the Company. The Code of Conduct has also been posted on the Websitewww.virlaminate.com of the Company.

AUDIT COMMITTEE :As a measure of good Corporate Governance and pursuant to compliance with Provisions of Section292A of the Companies Act, 1956 and to provide assistance to the Board of Directors in fulfilling theBoard’s oversight responsibilities, an Audit Committee had been constituted by the Board comprising of3 independent Directors.The terms of reference of Audit Committee comply with the requirements of Clause 49 of the ListingAgreement. The committee consists of the following Directors:

Name of the Directors Designation Nature of DirectorshipMr. Shankar Prasad Bhagat Chairman Independent DirectorMr. Narendra Kumar Jain Kabdi Member Independent DirectorMr. Harshadbhai Navnitlal Doshi Member Independent Director


RUSHIL DECOR LIMITEDThe terms of reference of our Audit Committee are given below :i. Overseeing the Company’s financial reporting process and the disclosure of its financial informa-

tion to ensure that the financial statement is correct, sufficient and credible.ii. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or

removal of the statutory auditor and the fixation of audit fees.iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.iv. Appointment, removal and terms of remuneration of internal auditors.v. Reviewing, with the management, the annual financial statements before submission to the Board

for approval, with particular reference to :• Matters required to be included in the Directors Responsibility Statement to be included in

the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act 1956;• Changes, if any, in accounting policies and practices and reasons for the same;• Major accounting entries involving estimates based on the exercise of judgment by

management;• Significant adjustments made in the financial statements arising out of audit findings;• Compliance with listing and other legal requirements relating to the financial statements;• Disclosure of any related party transactions;• Qualifications in the draft audit report.

vi. Reviewing, with the Management, the quarterly financial statements before submission to theBoard for approval.

vii. To monitor the utilization of proceeds of the initial public offering of the Company and any otherissue of shares of the Company, reviewing the report submitted by monitoring agency, if any, andto make appropriate recommendations to the Board in this regard.

viii. Monitoring the use of the proceeds of the initial public offering of the Company.ix. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of

the internal control systems.x. Reviewing the adequacy of internal audit function, if any, including the structure of the internal

audit department, staffing and seniority of the official heading the department, reporting structure,coverage and frequency of internal audit.

xi. Discussions with internal auditors on any significant findings and follow up thereon.xii. Reviewing internal audit reports and adequacy of the internal control systems.xiii. Reviewing management letters / letters of internal control weaknesses issued by the Statutory

Auditors.xiv. Reviewing the findings of any internal investigations by the internal auditors into matters where

there is suspected fraud or irregularity or a failure of internal control systems of a material natureand reporting the matter to the Board.

xv. Discussion with statutory auditors before the audit commences, about the nature and scope ofaudit as well as post-audit discussion to ascertain any area of concern.

xvi. To look into the reasons for substantial defaults in the payment to the depositors, debentureholders, shareholders (in case of nonpayment of declared dividends) and creditors.

xvii. To review the functioning of the whistle blower mechanism, when the same is adopted by theCompany and is existing.

xviii. Carrying out any other function as may be statutorily required to be carried out by the AuditCommittee.

As at the year-end, the Audit Committee of the Board comprised of three members, all of them beingindependent Directors. All members are financially literate and have relevant finance exposure. Mr.Shankar Prasad Bhagat is a Chartered Accountant.



OTHER SUB-COMMITTEES OF THE BOARD OF DIRECTORS :

A. REMUNERATION COMMITTEE :

The Remuneration Committee was constituted on December 04, 2007 and the same has been reconsti-tuted on October 05, 2009.

The terms of reference of Remuneration Committee comply with the requirements of Clause 49 of theListing Agreement. The committee consists of 3 independent Directors.

The following Directors are the members of the Remuneration Committee :

Name of the Directors Designation Nature of Directorship

Mr. Shankar Prasad Bhagat Chairman Independent Director

Mr. Narendra Kumar Jain Kabdi Member Independent Director

Mr. Harshadbhai Navnitlal Doshi Member Independent Director

B. SHAREHOLDERS/ INVESTOR’S GRIEVANCES COMMITTEE :

The Shareholders / Investors Grievance Committee was constituted on October 05, 2009 in compliancewith Clause 49 of the Listing Agreement. The Shareholders’ / Investors’ Grievance Committee has beenconstituted with the following Directors:

Name of the Director Designation Nature of Directorship

Mr. Shankar Prasad Bhagat Chairman Independent Director

Mr. Ghanshyambhai Ambalal Thakkar Executive Non Independent Director

Mr. Krupesh Ghanshyambhai Thakkar Executive Managing Director

PARTICULARS OF THE PAST THREE ANNUAL GENERAL MEETINGS :

a) Location, date and time of Annual General Meetings held during the last 3 years :

Year Location Date Time

2007-08 S. No. 125, Nr. Kalyanpura Patia, Village Itla,Gandhinagar Mansa Road, Tal. Kalol, Dist. Gandhinagar. 27.09.2008 11.00 a.m.

2008-09 -do- 29.09.2009 11.00 a.m.

2009-10 -do- 13.09.2010 11.00 a.m.

b) All the Special Resolutions placed before the shareholders at the above meetings were approved.No Special Resolution is proposed to be conducted through postal ballot.

DISCLOSURES :There have been no materially significant related party transactions with the Company’s Promoters,Directors, the Management or their relatives which may have potential conflict with the interests of theCompany. The necessary disclosures regarding the transactions with related parties are given in theNotes to the Annual Accounts for the year 2010-11.

There have been no instances of non-compliance by the Company on any matters related to thecapital markets, nor have any penalty/strictures been imposed on the Company by any statutoryauthority on such matters during the last three years. The Company had no subsidiary company as onMarch 31, 2011.


RUSHIL DECOR LIMITEDGENERAL SHAREHOLDER INFORMATION :

AGM : Day, Date, Time and Venue : Wednesday,September 21 2011 11.00 a.m. at the Registered Officeof the Company at S.No. 125, Nr. Kalyanpura Patia,Village-Itla, Gandhinagar Mansa Road, Tal. Kalol,Dist. Gandhinagar-382845, Gujarat.

Financial Year 1st April 2010 to 31

st March 2011

Date of Book Closure 16th September 2011 to 21st September 2011(both days inclusive)

Dividend Payment Date On or after 21st September 2011 (within the statutorytime limit) subject to shareholders approval.

Financial Calendar Period (tentative) Board Meeting to approve quarterly financial results- Quarter ending 30

th Jun 2011 - End July 2011

- Quarter ending 30th Sep 2011 - End October 2011

- Quarter ending 31st Dec 2011 - End January 2012

- Quarter ending 31st Mar 2012 - Before end of May, 2012

Listing of Equity Share on Stock Exchanges - Bombay Stock Exchange Limited(proposed) - National Stock Exchange of India Limited

Demat ISIN Numbers in NSDL & CDSL INE573K01017

Listing Fees Listing Fees will be paid at the time of listing.

Share Registrar and Transfer Agent Bigshare Services Private LimitedE/2, Ansa Industrial Estate, Saki vihar Road,Saki naka, Andheri (E), Mumbai – 400 072.Tel No.: 022- 40430295, Fax No.: 022- 28475207

Company Secretary & Contact Address Mr. Hasmukh K. ModiCompany Secretary & Compliance Officer1, Krinkal Apartment, Opp. Mahalaxmi Temple,Mahalaxmi Society, Paldi, Ahmedabad – 380 007.Email: [email protected] No.: 079- 26622323, Fax No.: 079- 26640969

SHARE TRANSFER SYSTEM :

Transfer of shares in physical form and allied work relating to servicing of investors have been delegatedby the Board to the Shareholders’/ Investors Grievance Committee which consists of Mr. Shankar PrasadBhagat- Chairman, Mr. Ghanshyambhai Ambalal Thakkar and Mr. Krupesh Ghanshyambhai Thakkar. TheCompany has appointed M/s. Bigshare Services Private Limited as Registrar and Transfer Agent of theCompany for all aspects of investor servicing relating to shares in both physical and demat form.

Distribution of share holding

Shareholding pattern as on 31st March, 2011 is as under :

Sr. No. Category No. of holders No. of Shares %

1 Promoter 6 7307931 83.46

2 Promoter Group 3 448223 5.12

3 Public (Individuals) 7 1000096 11.42

TOTAL 16 8756250 100.00



DISTRIBUTION OF SHARE HOLDING :

LAMINATE DIVISIONS :

1 Unit – RDL608, GIDC Mansa,Dist. Gandhinagar,Gujarat.

2 Unit – MRPLAt Dholakuva Patia,Gandhinagar Mansa Road,Mansa, Dist. Gandhinagar.

3 Unit – RHPLS. No.125, Nr. Kalyanpura Patia,Gandhinagar Mansa Road,Vill. Itla, Tal. Kalol, Gandhinagar.

PARTICLE BOARD DIVISION :4 Unit – Navalgadh

S. No. 270,At Village Navalgadh,Tal. Dhrangadhra,Dist. Surendranagar.

MDF BOARD DIVISION :

5 Unit – KarnatakaPlot No. 58, 59 & 60p,Amble Industrial Estate,Village Amble,Tal. & Dis. ChikmagalurState Karnataka.

ADDRESS FOR CORRESPONDENCE :

To contact R&TA for Bigshare Services Private Limited Email : [email protected] matters relating to E/2, Ans Industrial Estate, Tel No.: 022- 40430295Shares, Dividends, Sakivihar Road, Sakinaka, Andheri (E), Fax No.: 022- 28475207Annual Reports Mumbai - 400 072.

For any other general Secretarial Department Email: [email protected] or in case of Rushil Décor Limited Tel No.: 079- 26622323any difficulties/grievances 1, Krinkal Apartment, Fax No.: 079- 26640969

Opp. Mahalaxmi Temple,Mahalaxmi Society, Paldi,Ahmedabad - 380 007.

Name of the Mr. Hasmukh K. ModiCompliance Officer Company Secretary



AUDITORS’ REPORT

To,The Shareholders,Rushil Décor Ltd.Ahmedabad.

We have audited the attached Balance Sheet of Rushil Décor Ltd., as at 31st March, 2011, the Profit andLoss Account and also the Cash Flow Statement for the period ended on that date annexed thereto.These financial statements are the responsibility of the Company’s Management. Our responsibility is toexpress an opinion on these financial statements based on our audit.We conducted our audit in accordance with auditing standards generally accepted in India. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that our audit provides reasonablebasis for our opinion.As required by The Companies (Auditor’s Report) Order, 2003 issued by the Central Government of Indiain terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure astatement on the matters specified in paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that :1. We have obtained all the information and explanations, which to the best of our knowledge and

belief were necessary for the purpose of our audit;2. In our opinion , proper books of accounts as required by law have been kept by the Company so

far as it appears from our examination of those books;3. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this

report are in agreement with the books of accounts;4. In our opinion the Balance sheet, Profit and Loss Account and Cash Flow Statement dealt with by

this Report comply with the accounting standards referred to in sub-section (3C) of section 211 ofCompanies Act, 1956;

5. On the basis of written representation received from the directors of the Company as at31st March, 2011 and taken on record by the Board of Directors , we report that none of thedirectors is disqualified as on 31st March, 2011 from appointed as director in terms of clause (g) ofsub-section (1) of section 274 of The Companies Act, 1956;

6. In our opinion and to the best of our information and according to the explanations given to us, thesaid accounts give the information required by The Companies Act, 1956, in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India :a) in the case of the Balance Sheet , of the state of affairs of the Company, as at 31st March,

2011;b) in the case of the Profit & Loss Account, of the Profit for the period ended on that datec) in the case of the Cash Flow Statement, of the cash flows, for the period ended on that

date.

Place : Ahmedabad For, D. R. Thakkar & Co.Date : 4th July, 2011. Chartered Accountants

[ Dipak R. Thakkar ] PROPRIETOR

M. No. 43166 Firm Reg. No. 110895W



ANNEXURE TO AUDITORS’ REPORTSTATEMENT REFERRED TO IN PARAGRAPH ABOVE OF OUR REPORT OF EVEN DATE

(i) In respect of its fixed assets :a) The Company has maintained proper records showing full particulars including quantitative

details and situation of fixed assets.b) According to the information and explanations given to us, the fixed assets have been

physically verified by the management during the year in a phased periodical manner which,in our opinion , is reasonable having regard to the size of the Company and nature of theassets. No material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed off substantial parts of its fixed assets duringthe year and the going concern status of the Company is not affected.

(ii) In respect of inventories :a) As explained to us, the inventories have been physically verified by the management at

reasonable intervals during the year. In our opinion , the frequency of such verification isreasonable having regard to the size of the Company and the nature of its business.

b) In our opinion and according to the information and explanations given to us, the proceduresof physical verification of inventories followed by the management are reasonable andadequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory, except in the case of processstock (Refer Note No. 15 of schedule 23). As explained to us, there were no materialdiscrepancies noticed on physical verification of stocks, as compared to book records.

(iii) In respect of loan from/to parties referred to in section 301 of The Companies Act,1956:a) The Company has taken loan from Fourteen Parties covered in register maintained under

section 301 of the Companies Act, 1956. The maximum amount involved during the periodwas Rs. 11,86,47,642/- and the period end balance of loan taken from such party was Rs.6,31,67,018/- We are informed that the Company has not granted loan to any personcovered in register maintained under section 301 of The Companies Act, 1956. The maxi-mum amount involved during the period was Rs. NIL and the period end balance of loangranted to such party was Rs. NIL/- secured or unsecured, firms, other parties listed in theregister maintained under section 301 of The Companies Act.

b) In our opinion, the rate of interest and other terms and conditions on which loans have beentaken from/granted to Companies, firms or other parties listed in the register maintainedunder section 301 of The Companies Act, 1956 are not, prima facie prejudicial to theinterest of the Company.

c) The Company is regular in repaying the principal amount as stipulated and has been regularin the payment of interest. The parties have repaid the principal amounts as stipulated andhave been regular in the payment of interest.

d) There is no overdue amount of loans taken from or granted to companies, firms or otherparties listed in the register maintained under section 301 of The Companies Act, 1956.

(iv) In our opinion, and according to the information and explanation given to us, there are adequateinternal control procedures commensurate with the size of the Company and the nature of itsbusiness for the purchase of inventory and fixed assets and for the sale of goods. In our opinionand according to the information and explanations given to us, there is no continuing failure tocorrect major weakness in internal control.

(v) In respect of particulars of contracts or arrangements referred to in Section 301 of The CompaniesAct, 1956;a) In our opinion and according to the information and explanations given to us, particulars of

contracts or agreements that needed to be entered in the register have been so entered.b) In our opinion and according to the information and explanations given to us, there are no

transactions made in pursuance of contracts or arrangements entered in the register main-tained under section 301 of The Companies Act, 1956 and exceeding the value of rupeesfive lakhs in respect of said financial year.

(vi) In our opinion and according to the information and explanations given to us, the Company hascompiled with the provision of section 58A and 58AA or any other relevant provision of theCompanies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to thedeposits accepted from public.


RUSHIL DECOR LIMITED(vii) In our opinion, the Company has an adequate internal audit system commensurate with the size

and nature of its business.(viii) As informed to us the company is not required to maintain the cost records pursuant to rules

made by the Central Government for the maintenance of cost records under Section 209 (1) (d) ofThe Companies Act, 1956 in respect of product produced by the Company.

(ix) According to the information and explanation given to us, in respect of statutory and other dues :a) According to the information and explanations given to us, the Company is generally regular

in depositing with appropriate authorities undisputed statutory dues including ProvidentFund, Employees’ State Insurance, Income tax, VAT Tax, Commercial Tax, Service Tax,Wealth tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicableto it.

b) According to the information and explanations given to us , there are no undisputedstatutory dues payable in respect of Provident Fund, Employees’ State Insurance, VAT Tax,Service Tax, Wealth tax, Custom Duty, Excise Duty, Cess which are outstanding as at31-03-2011 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Income Tax,Sales Tax, VAT Tax, Commercial Tax, Customs Duty, Wealth Tax, Excise Duty and Cesswhich have not been deposited on account of any dispute.

(x) The Company does not have accumulated losses at the end of the financial year. The Companyhas not incurred cash losses during the financial year covered by the audit and in the immediatelypreceding financial year.

(xi) Based on audit procedures and according to the information and explanation given to us, we are ofthe opinion that the Company has not defaulted in the repayment of dues to financial institutions,banks or debenture holders.

(xii) In our opinion and according to the information and explanations given to us, the Company has notgranted loans and advances on the basis of security by way of pledge of shares, debentures andother securities.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit fund/Society. Thereforethe provision of clause 4 (xiii) of The Companies ( Auditor’s Report ) Order 2003 are not applicableto the Company.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and otherinvestments. Accordingly, the provisions of clause 4 (xiv) of The Companies (Auditors Report)Order,2003 are not applicable to the Company.

(xv) The Company has given guarantees for loans taken by others from banks or financial institutions.According to the information and explanation given to us, we are of the opinion that the terms andconditions thereof are not prima facie prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans havebeen applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of thebalance sheet of the Company, we are of the opinion that there are no funds raised on short-termbasis that have been used for long-term investment.

(xviii) According to the information and explanations given to us no preferential allotment of shares hasbeen made by the Company to companies, firms or other parties covered in the register main-tained under section 301 of The Companies Act, 1956.

(xix) The Company has not issued any debentures during the period. Accordingly the requirements ofclause (xix) of paragraph 4 of The Companies(Auditors Report) Order 2003 are not applicable tothe Company.

(xx) The Company has not raised any money by public issue. Accordingly the requirements of clause(xx) of paragraph 4 of The Companies ( Auditor’s Report ) Order 2003 are not applicable to theCompany.

(xxi) In our opinion and according to the information and explanations given to us, no material fraud onor by the Company has been noticed or reported during the course of our audit.

Place : Ahmedabad For, D. R. Thakkar & Co.Date : 4th July, 2011 Chartered Accountants

[ Dipak R. Thakkar ] PROPRIETOR

M. No. 43166 Firm Reg. No. 110895W



BALANCE SHEET AS AT 31ST MARCH, 2011

PARTICULARS SCHEDULE Amount 31.03.2011 Amount 31.03.2010(in Rs.) (in Rs.) (in Rs.) (in Rs.)

SOURCES OF FUNDS :

1. SHAREHOLDERS ‘ FUNDSShare Capital 1 87562500 87562500Reserve & Surplus 2 167028909 130672346

2. LOAN FUNDS :Secured Loans 3 711118618 464950188Unsecured Loans 4 182265055 893383673 122178280 587128468Deferred Tax Liability 53145765 46372095

TOTAL 1201120847 851735409

APPLICATION OF FUNDS :1. FIXED ASSETS : 5

Gross Block 533764715 487641028Less : Depreciation 98930641 76559630NET BLOCK 434834074 411081398Add : Capital Work In Progress &Pre Operative Expenses 450755463 885589537 12387824 423469222

2. INVESTMENTS : 6 87148 82915

3. CURRENT ASSETS, LOANS & ADVANCES :Inventories 7 386422813 308851117Sundry Debtors 8 262929609 292102713Cash & Bank Balances 9 112080411 37191154Loans & Advances 10 123195339 123586689Less : 884628172 761731673CURRENT LIABILITIES & PROVISIONS :Current Liabilities 11 551576884 300192785Provisions 12 20876325 36722374

572453209 336915159

NET CURRENT ASSETS 312174963 424816514

MISCELLANEOUS EXPENDITURE : 13 3269199 3366758(To the extent not written off)

TOTAL 1201120847 851735409

Significant Accounting Policies 22Notes on Accounts 23Schedule 1 to 23 form part of this Balance SheetAs per separate report of even date attached. For, and on behalf of the BoardFor D. R. Thakkar & Co.Chartered Accountants[Dipak R. Thakkar] [Ghanshyambhai A.Thakkar] [Krupeshbhai G. Thakkar]PROPRIETOR Chairman Managing DirectorM. No. 43166Firm Reg. No. 110895WPlace : Ahmedabad [H. K. MODI]Date : 4th July, 2011 Company Secretary



PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31ST MARCH, 2011

PARTICULARS SCHEDULE Amount 31.03.2011 Amount 31.03.2010(in Rs.) (in Rs.) (in Rs.) (in Rs.)

INCOME :Turnover 14 1223642237 991054195Less : Excise Duty Recovered on Sales 58674232 36430859Net Turnover 1164968005 954623336Other Income 15 73664582 62441124

1238632587 1017064460EXPENDITURE :Cost of Material 16 774034419 640696221Manufacturing and Other Expense 17 142903264 106811367Employee Costs 18 29855636 24676668Administrative, Selling, Distribution andOther Expenses 19 142042887 108554923Interest & Finance Charges 20 55650275 47035075Director’s Remuneration 4330549 4272949Depreciation 23488544 17565440

TOTAL 1172305574 949612643

PROFIT BEFORE TAXES 66327013 67451817Provision for Taxation 21 20011815 28913578Short/(Excess) Provision Of Earlier Years 1562805 3395687NET PROFIT FOR THE YEAR 44752393 35142552Balance Brought Forward From Previous Year 45234846 43825419AMOUNT AVAILABLE FOR APPROPRIATION 89987239 78967971APPROPRIATIONS :Interim Dividend 0 8756250Tax On Interim Dividend 0 1488125Proposed Dividend 7200000 17512500Tax On Proposed Dividend 1195830 2976250Transfer To General Reserve 0 3000000Balance Carried To Balance Sheet 81591409 45234846

89987239 78967971

Earning Per Share - Basic & Diluted 5.11 4.01Weighted Average Number Of Shares 8756250 8756250

Significant Accounting Policies 22Notes on Accounts 23Schedule 1 to 23 form part of this Balance SheetAs per separate report of even date attached. For, and on behalf of the BoardFor D. R. Thakkar & Co.Chartered Accountants[Dipak R. Thakkar] [Ghanshyambhai A.Thakkar] [Krupeshbhai G. Thakkar]PROPRIETOR Chairman Managing DirectorM. No. 43166Firm Reg. No. 110895WPlace : Ahmedabad [H. K. MODI]Date : 4th July, 2011 Company Secretary



SCHEDULE FORMING PART OF THE BALANCE SHEET

Amount 31.03.2011 Amount 31.03.2010(in Rs.) (in Rs.) (in Rs.) (in Rs.)

SCHEDULE : 1 : SHARE CAPITAL :Authorised :20000000 Equity Shares of Rs. 10 each 200000000 200000000(Previous year 2,00,00,000 shares of Rs. 10/- each)

200000000 200000000Issued & Subscribed and Paid up :Equity Shares of Rs. 10/- each , 87,56,250 Shares 87562500 87562500

87562500 87562500

SCHEDULE : 2 : RESERVE & SURPLUS :Secutiry Premium AccountOpening Balance 76000000 76000000Add : premium on issue of Equity share capital 0 0

76000000 76000000 76000000 76000000Amalgamation Reserve 3300000 3300000Capital Redemption Reserve 50000 50000(For Redemption of Preference Share Capital)General ReserveOpening Balance 6087500 3087500Add : Transfer from Profit & Loss Account 0 6087500 3000000 6087500Profit & Loss Account 81591409 45234846

167028909 130672346Note : Security Premium represents premium of Rs. 40/- pershare on issue of 19,00,000 equity shares.

SCHEDULE : 3 : SECURED LOANS :Term Loans :I. Bank of Baroda 16388962 19037362

(Note : 1) (Principal repayment of Rs 93,88,962/-in period April-2011 to March-2012)

II. Bank of Baroda(a) Term loan 145458423 0(b) Term loan-External Commercial 114469097 0 Borrowing (USD 25,50,733 ) (Note : 2) (Refer note-8 of Schedule-23)

III. Allahabad Bank 77780000 100000000(Note : 3) (Principal repayment of Rs 2,20,00,000/- inperiod April-2011 to March-2012)

Working Capital :- Allahabad Bank - Cash Credit Loans (Note : 4) 18788066 31033267- Bank of Baroda - Cash Credit Loans (Note : 5) 146585967 141525535- Bank of Baroda - Packing Credit (Note : 5) 156500000 141105000- Bank of Baroda - Foreign Bills Purchase- (Note : 5) 18848025 20117192From Others :Motor Car Loans (Note : 6) 11783078 9276082(Principal repayment of Rs 39,53,149/- inperiod April-2011 to March-2012)Personal Guarantee Loans (Note : 7) 4517000 2855750

711118618 464950188





SCHEDULE : 3 : SECURED LOANS : (CONTD.....)01. Secured by way of first and exclusive charge on movable

plant and machineries acquired through term loan andextension of charge on Fixed assets/current assets ofthe company and collateral securities provided by way oflegal mortgage on immovable properties of the company,director’s and their relatives and FDR’s put in lieu ofproperties on which equitable mortgage could not becreated, and personal guarantee of Ghanshyambhai A.Thakkar, Krupeshbhai G. Thakkar and SaraswatibenN.Thakkar.

02. The facility is secured by way of first and exclusive chargeon movable plant and machineries acquired through termloan and extension of charge on Fixed assets/currentassets of the and equitable mortgage of factory land andbuilding situated at 58 & 59, Rev. Survey No 296 in AmbleI Chikmagalur and collateral securities provided by wayof legal mortgage on immovable properties of thecompany, director’s and their relatives and FDR’s put inlieu of properties on which equitable mortgage could notbe created, and personal guarantee of GhanshyambhaiA.Thakkar, Krupesh Thakkar and Saraswatibe N.Thakkar

03. Secured by way of exclusive charge on plant andmachineries at Navalgadh Unit acquired through termloan and further secured by way of collateral securitiesof 39 acres of land and building at Navalgadh, FDR worthRs 30 lakh and extenstion of charge on current assets ofunit Navalgadh, and personal guarantee ofGhanshyambhai A. Thakkar and Krupeshbhai G. Thakkar

04. Secured by way of Hypothication of stock and bookdebtsof Navalgadh Unit further secured by collateral securitiesof 39 acres of land and building at Navalgadh, FDR worthRs. 30 lakh and extension of charge over fixed assets ofthe project. And personal guarantee of GhanshyambhaiA. Thakkar and Krupeshbhai G. Thakkar

05. Secured by way of hypothecation of current assets andextension of charge on Fixed Assets of the company,and further colletrally secured by way of equitablemortgage of company’s land and building and director’sand their relatives immovable properties. FDR’s put inlieu of properties on which equitable mortgage could notbe created. And personal guarantee of GhanshyambhaiA. Thakkar, Krupeshbhai G. Thakkar and SaraswatibenN. Thakkar

06. Secured by lien on vehicles purchased under hirepurchase agreements.

07. Secured against pledge of Life Insurance policies ofdirectors.

SCHEDULE : 4 : UNSECURED LOANS :From Directors 61415772 35068656From Others 93527075 59848875From Financial Institution 27322208 27260749

182265055 122178280



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RUSHIL DECOR LIMITEDSCHEDULE FORMING PART OF THE BALANCE SHEET


SCHEDULE : 6 : INVESTMENTS : (AT COST)In Shares :400 Shares of Ahmedabad Merc. Co-op. Bank Ltd. 20000 20000of Rs. 50/- each

Other Investments : (Pledge with Government Authorities)National Savings Certificate 10000 10000FDR 57148 52915

87148 82915

SCHEDULE : 7 : INVENTORIES :(As taken, valued and certified by the Management)

[Raw Material, Process Stock and Finished Goods are valuedat lower of cost or net realisable value]

Raw Material 124674062 108417911

Stores & Spares 7943344 6640049

Process Stock 47764302 40100653

Finished Goods 206041105 153692504(Refer Note No. 8 of Schedule 22)

386422813 308851117

SCHEDULE : 8 : SUNDRY DEBTORS :(Unsecured & considered good)

Over Six months 19683423 17405615

Others 243246186 274697098

262929609 292102713

SCHEDULE : 9 : CASH & BANK BALANCES :(a) Cash on Hand 4266871 892077

(c) Bank Balances :

- With Current Accounts 32178394 5244571

- In Fixed Deposit Accounts 75635146 31051902 (Including Bank Deposit under Lien Rs.123 Lakh (P.Y.Rs 123 lakh)

- Dividend Accounts 0 2604

107813540 36299077

112080411 37191154





SCHEDULE : 10 : LOANS & ADVANCES :(Unsecured & considered good unless otherwise stated)Balance with Excise, Custom & Service Tax Department 13538149 12240512Licence Receivables 38039395 53084713Employee Loans 650818 461392Advance to Suppliers 7838401 2156282Advance to Suppliers of Capital Goods 0 0Advance Income Tax & TDS (Net of Provision for Income Tax)Income Tax 2009-10 878272 0Income Tax Interest F.Y.03-04,04-05 & 05-06 1512786 2391058 0 0Deposits 9295054 6789984Prepaid Expenses 382533 708141Other Advances 51059931 48145665

123195339 123586689

SCHEDULE : 11 : CURRENT LIABILITIES :Sundry Creditors for goods & others 534916095 283139757Sundry Creditors for capital goods 0 0Advance from customers 3235109 4931629Duties & Taxes 4271323 2245077Other Liabilities 9154357 9876322

551576884 300192785

SCHEDULE : 12 : PROVISIONS :Provision of Income tax (Net of Advance Tax & TDS)Income Tax for 2010 - 2011 7139362 0Income Tax for 2008 - 2009 122218 23265Income Tax for 2009 - 2010 0 5982506Income Tax provision for F.Y.03-04, 04-05 & 05-06 0 7261580 0 6005771Wealth Tax for 2010-2011 18840 6018Proposed Dividend 7200000 17512500Tax on Proposed Dividend 1195830 2976250Unpaid Expenses 5200075 10221835

20876325 36722374

SCHEDULE : 13 : MISCELLANEOUS EXPENSES :(To the extent not written off or adjusted)Amalgmation Expenses 297418 425663Less : written off 128244 169174 128245 297418Preliminary Expenses 2473646 2206928Add :Addition during year 557531 595000Sub Total 3031177 2801928Less : written off 328282 2702895 328282 2473646Deferred Revenue Expenses 595694 794258Less : written off 198564 397130 198564 595694

3269199 3366758



SCHEDULE FORMING PART OF THE PROFIT & LOSS ACCOUNT


SCHEDULE : 14 : SALES :Direct Export Turnover 452033601 504783126Deemed Export Turnover 205904800 111855566Domestic Turnover 565703836 374415503Total Turnover (including Excise) 1223642237 991054195Less : Excise Duty Recovered on Sales 58674232 36430859

Total Turnover (net of excise) 1164968005 954623336

SCHEDULE : 15 : OTHER INCOME :Dividend 3900 1500Foreign Exchange Gain 7238424 14929526Interest Income (TDS Rs 3,79,943 and P.Y. Rs 4,17,494) 4463856 3498388Insurance Claim Received 29700 9273Miscellaneous Income, Penalty Income Commission& Kasar Vatav 36588575 17564807Licence Income 25340127 26437630

73664582 62441124

SCHEDULE : 16 : COST OF MATERIAL :Raw Material Consumed :Opening Stock of Raw Material 108417911 95491747Add : Purchases (Net of Excise,Discount Rate Diff.) & (including 792906121 617534551Material for Resale Rs 1,08,44,239/-previous year Rs 97,20,842/-) Freight,Octroi, and Clearing & Forwarding 22240028 21426612C.V.D., Other Duty & Licence Use 35156671 23863282

958720731 758316192Less : Closing Stock of Raw Material 124674062 834046669 108417911 649898281Opening StockFinished Goods 153692504 143928176Stock-in-Progress 40100653 40662921

193793157 184591097Less : Closing StockFinished Goods 206041105 153692504Stock-in-Progress 47764302 40100653

253805407 193793157

Increase/Decrease in Stock of Finished Goods& Stock-in-Progress -60012250 -9202060

Cost of Material 774034419 640696221





SCHEDULE : 17 : MANUFACTURING &OTHER DIRECT EXPENSES :Stores & Spares Consumed :Opening Stock 6640049 5572396Add : Purchases 19416611 16923239

26056660 22495635Less : Closing Stock 7943344 6640049

18113316 15855586Commission on Imports 1013605 354640Commission on Local Purchase 75500 64900Central Excise Duty (incl. Edu.Cess) 857748 659980Jobwork Charges 10029080 10754348Power & Fuel 69267631 46530856Wages & Bonus 36526645 28255206Factory Water Charges 113976 67475Pollution Control Expenses 29131 45100Transport Expenses 1628636 1159699Laboratory Expenses 182936 245283Machinery Maintenance Expenses 2667911 934986Factory Expenses 2397149 1883309

142903264 106811367

SCHEDULE : 18 : EMPLOYEE COST :Salary & Bonus 28496518 23529946Contribution to Provident Fund etc. 1359118 1146722

29855636 24676668

SCHEDULE : 19 : ADMINISTRATIVE, SELLING,DISTRIBUTION & OTHER EXPENSES :Advertisement Expenses 1392260 722973Agency Commission on Exports 307476 363536Appeal Fees 3000 0Audit Fees 300000 300000Amalgamation Expenses written off 128244 128245Bad Debts Written off 0 301322Bank Charges and Commission 4541483 6716419Books and Periodical Expenses 26816 23277Commission on Sales 21561580 9890401Computer Maintenance Expenses 521005 458686Conveyance Expenses 1395133 1243336Consignee Entry Tax 60335 141000





SCHEDULE : 19 : ADMINISTRATIVE, SELLING,DISTRIBUTION & OTHER EXPENSES : (CONTD.....)Central Sales Tax 13730 37951Clearing and Forwading Charges on export 26974391 21360600Club Expenses 33465 0Deferred Revenue Expenses Written off 198564 198564DGFT Application Fees 521305 473435Director Insurance (Keyman) 1253760 1296527Donation 205785 285239ECGC Insurance 2135931 3244849E TDS Filling Charges 1272 1716Exhibition and Marketing Expenses 60513 2761902Foreign Exchange loss 765062 4178513GCCI Expense 10300 15210Gift Articles 28065 705664General/ Miscellaneous Expenses 124815 53900Godown Expenses 590957 381196I.S.I. & I.S.O. Expenses 1178480 738169Insurance Expenses 1849769 1637303Intangible Assets W/off 309493 229494Kasar Vatav 116595 0L.C. Charges 2049716 2418697Land Revenue 119740 0Legal & Professional Charges 4004664 3563709Legal Expenses 286070 1603069Legalization Charges 19500 102250Leadership Training Charges 256900 4500Licence Expenses 59100 160840Loss on Sale of Fixed Assets 654652 161657MOT Charges 37335 15277Municipal Tax 91821 91821Office Expenses 695489 806838Office Electric Expenses 693648 735758Penalty Expenses 27500 25793Postage and Courier Expenses 605178 641528Preliminary Expenses Written Off 328282 328282Printing and Stationary Expenses 1474920 1496952Prior Period Expenses 406287 77266Professional Tax 4800 4800Recruitment Charges 66251 40250Rent 201100 1629140





SCHEDULE : 19 : ADMINISTRATIVE, SELLING,DISTRIBUTION & OTHER EXPENSES : (CONTD.....)Repairing & Maintenance :Building 692176 370706Other 254094 946270 624908 995614ROC Filing Charges 10670 12638Sample Expenses 407209 720388Sales Promotion Expenses 17590172 11529705Security Service Charges 1351738 885233Service Charges 1923 1485Service Tax 120951 60114Sitting Fees 7000 0Staff Medical Expenses 194083 104062Staff Welfare Expenses 1456197 1412753Subscription and Membership Fees 118160 124802Telephone, Mobile and Fax Expenses 1487656 1508532Transportation/ Delivery Charges 30909796 12427240Trademark Expenses 40000 5000Travelling Expenses 7034494 6196986Uniform Expenses 0 7379Vehicle Maintenance Expenses 1674031 765138

142042887 108554923

SCHEDULE : 20 : INTEREST & FINANCE CHARGES :Bank Interest 43805485 33503011Interest to Depositors 3543052 3178861Interest to Financial Institution 8301738 10353203

55650275 47035075

SCHEDULE : 21 : PROVISION FOR TAXATION :Current Tax 13219305 11500000Wealth Tax 18840 6018Deferred Tax 6773670 17407560

20011815 28913578



SCHEDULES TO THE ACCOUNTSSIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS

SCHEDULE - 22 : SIGNIFICANT ACCOUNTING POLICIES :

1. Accounting Convention :The financial statements are prepared on historical cost basis and based on accrual method ofaccounting, and applicable Accounting Standards issued by the Institute of Chartered Accountantsof India and the relevant provisions of The Companies Act 1956.

2. Use of Estimates :The preparation of financial statements requires estimates and assumptions to be made that affectthe reported amount of assets and liabilities on the date the financial statements and the reportedamounts of revenue and expenses during the reporting period. Difference between the actual resultand estimates are recognized in the period in which the results are known/ materialized.

3. Fixed Asset :a) Tangible Fixed Assets are stated at cost of acquisition or construction less accumulated

depreciation. The cost of fixed assets are net of MODVAT/CENVAT/Value Added Tax andincludes non refundable taxes, levies, freight and other incidental expenses related toacquisition and installation of the respective assets. When assets are sold or discarded,their cost and accumulated depreciation are removed from the accounts and any gain orloss resulting there from is included in Profit And Loss Account.

b) Intangible Fixed assets are stated at cost of acquisition or developed.c) None of the fixed assets have been revalued during the period.d) All indirect expenses incurred during project implementation and on trial run are treated as

incidental expenditure during construction and capitalized.

4. Impairment of Assets :At each balance sheet date, the Management evaluates the impairment losses on the fixedassets whenever events or changes in circumstances indicate that their carrying amounts may notbe recoverable. If such assets are considered to be impaired the impairment loss is less thanrecognized for the amount by which the carrying amount of the assets exceeds its recoverableamount, which is the higher of an asset’s net selling price and value in use. For the purpose ofassessing impairment, assets are grouped at the smallest level for which there is separatelyidentifiable cash flows.

5. Depreciation and Amortisation :a) Depreciation on fixed assets is provided on SLM method under Section 205 (2) (b) of the

Companies Act, 1956 at the rate and in the manner prescribed in schedule XIV of the saidAct.

b) Computer Software costs are amortized using the Straight Line Method over estimateduseful life of 5 years, as estimated at the time of capitalization.

c) Depreciation on additions/disposals during the period is provided on prorata basis accordingto the period during which assets are put to use/ being used.

6. Investments :a) Investments are stated at cost.

7. Revenue Recognition :a) Sales are recognized when goods are supplied and are recorded net of trade discounts,

rebates, sales tax and excise duties.b) Benefit on account of entitlement to import goods free of duty under Duty Entitlement Pass

Book (DEPB), and Duty Exemption Entitlement Certificate (DEEC) under the provisions ofDuty Exemption Scheme are accounted for in the year of export.

c) Interest income is accounted on its accrual on a time on proportionate basis taking intoaccount the amount outstanding and rate applicable.



d) Other items of revenue recognized are in accordance with the AS-9 ‘Revenue Recognition’issued by The Institute of Chartered Accountants of India. Accordingly, other income isrecognized when no significant uncertainty as to its determination or realization exists.

8. Inventories :a) Raw Materials, Process stock and Finished Goods are valued at cost or net realizable value

whichever is lower.b) Cost of Raw Material determined on FIFO basis, net of cenvat credit availed, except base

paper which are determined on actual basis.c) Cost of Finished Goods and Process stock is determined taking material cost [Net of

cenvat credit availed], labour and relevant appropriate overheads.

9. Cenvat :Cenvat benefit is accounted gross of cenvat benefit availed on inputs of raw material and fixedassets and appropriated against on payment of cenvat duty on clearance of finished goods.

10. Prior Period Expenses/ Income :Expenses are accounted for on accrual basis and provision is made for all known losses andliabilities.

11. Foreign Currency Transactions :(i) Transactions denominated in foreign currencies are normally recorded at the exchange rate

prevailing at the time of transaction.(ii) Monetary items denominated foreign currencies at the year end are restated at year end

rates. In case of monetary items which are covered forward exchange contracts, thedifference between the year end rate and rate on the date of the contract is recognized asexchange difference and the premium paid on forward contracts has been recognized overthe life of the contract.

(iii) any income or expenses on account of exchange either on settlement or on translation isrecognized in the profit and loss account except in cases where they relate to acquisitionon fixed assets, in which case they adjusted to the carrying cost of such assets.

12. Borrowing Cost :Interest and other costs in connection with the borrowings of the funds to the extent related /attributed to the acquisition/ construction of qualifying fixed assets are capitalised up to the datewhen such assets are ready for their intended use. Other borrowing costs are charged to Profit &Loss Account.

13. Employees Retirement Benefits :(i) Short term employee benefits are recognized as an expense at the undiscounted amount in

the profit and loss account of the period in which the related service is rendered.(ii) Post employment and other long term employee benefits are charged off in the period in

which the employee has rendered services. The amount charged off is recognized at thepresent value of the amounts payable determined using actuarial valuation techniques.

14. Miscellaneous Expenditure :Preliminary expense are amortised over a period of five years.

15. Taxes on Income :a) Current Tax is the amount of tax payable on the taxable income for the period as deter-

mined in accordance with provisions of Income Tax Act, 1961.b) Deferred tax resulting from “ timing difference” between book and taxable profit is accounted

for using the tax rates and laws that have been enacted or subsequently enacted as on thebalance sheet date. The Deferred tax asset is recognized and carried forward only to theextent that there is reasonable certainty that sufficient taxable income will be available torealize these assets.

c) Advance taxes and provision for current income tax are represented in the balance sheetafter off-setting advance taxes paid and income tax provisions arising in the same taxjurisdiction.


RUSHIL DECOR LIMITED16. Earnings Per Share :

The Company reports basic and diluted Earnings Per Share (EPS) in accordance with AccountingStandard 20 published by The Institute of Chartered Accountants of India. Basic EPS is computedby dividing the net profit or loss for the year by the weighted average number of equity sharesoutstanding during the year.

17. Provisions, Contingent Liabilities and Contingent Assets :Provisions involving substantial degree of estimation in measurement are recognised when there isa present obligation as a result of past events and it is probable that there will be an outflow ofresources. Contingent Liabilities are not recognized but are disclosed in the notes. ContingentAssets are neither recognised nor disclosed in the financial statements.

18. Turnover :Turnover includes sale of goods, excise duty, adjusted for discount (net).

SCHEDULE - 23 : NOTES TO ACCOUNTS :

1. Estimated account of contracts remaining to be executed on capital account and not provided fornet of advances, Rs. 2,38,64,322/- (previous year Rs. 19,99,77,175/-)

2. Contingent Liability :(i) Claim against the Company not acknowledged as debts for L.C. issued by bank

Rs. 2,03,00,014/- (Previous Year Rs. 7,57,86,015/-)(ii) Custom Duty of Rs 7.70 lakh (Rs 3.85 lakh each for Unit MRPL and Unit RHPL) demanded

by the Central Excise and Customs Authority being disuputed by the company, has notbeen accounted for. The company has deposited Rs 4.08 lakh (Rs 2.04 lakh each for UnitMRPL and Unit RHPL) till the date of our audit under protest and the same has beenclubbed under the head Loans & Advances.

(iii) Interest of Rs. 15,12,986/- (unit MRPL) on amount of income tax payable raised by incometax department being disputed by the company has not been accounted. The company hasdeposited Rs. 15,12,986/- and the same has been clubbed under the head Loans &Advances.

3. The Previous year’s figures have been regrouped reworked, rearranged and reclassified wherevernecessary to make them comparable with current year figures.

4. Auditors Remuneration :

2010-2011 2009-2010(Rs.) (Rs.)

As an Auditor 3,30,900 3,30,900For Taxation & Other matters 5,40,470 1,10,300Total 8,71,370 4,41,200Less : Service Tax Credit taken/to be taken 81,370 41,200

Total 7,90,000 4,00,000

5. Managerial Remuneration: Rs. 43,30,549/- (Previous Year Rs. 42,72,949/-)

6. Confirmation of balances received / to be received from debtors, creditors, consignment agentsand advances are required to be reconciled whenever necessary and suitably adjusted.

7. Sundry debtors considered good include Rs 3,51,090/- for the recovery of which the Company hasinitiated legal actions.

8. As per information and explanation given to us, company has started installation of plantand machineries for the production of Medium Density Fibre Board at Chikmagalur, in state ofKarnataka and has obtained Term loan for the said purpose. Said project is under process. All theexpenditure including interest incurred till the last day of the year are capitalized under the head“Pre Operative Expenditure”



9. Disclosures Regarding Employee Benefits :(i) Defined Contribution Plan : Employee benefits in the form of Provident Fund and ESIC

are considered as defined contribution plan and the contributions to Employees ProvidentFund Organization established under The Employees Provident Fund and MiscellaneousProvisions Act 1952 and Employees State Insurance Act,1948,respectively,are charged tothe profit and loss account of the year when the contributions to the respective funds aredue.

(ii) Defined Benefit Plan : Retirement benefit in the form of Gratuity are considered as definedbenefit obligation and are provided for on the basis of third party actuarial valuation, usingthe projected unit credit method, as at the date of the Balance Sheet. As the Company hasnot funded its liability, it has nothing to disclose regarding plan assets and its reconciliation.Defined Benefit Obligation for the year ended 31st March, 2011 amounted to Rs. 22,54,241/-(Previous year Rs. 16,51,039/-)

(iii) Actuarial assumptions :Mortality Table (LIC) LIC 1994-1996Discount Rate (per annum) 8Expected rate of return on plan assets (per annum) ---Rate of escalation in salary (per annum) 6

(iv) The estimates of rate of escalation in salary considered in actuarial valuation, take intoaccount inflation, seniority, promotion and other relevant factors including supply anddemand in the employment market.

(v) The above information is certified by the actuary.(vi) Para 132 of Accounting Standard 15 (revised 2005) does not require any specific disclosure

except where expense resulting from compensated absence is of such size, nature orincidence that its disclosure is relevant under Accounting Standard 5 or AccountingStandard 18. In the opinion of the management the expense resulting from compensatedabsence is not significant and hence no disclosures are prepared under various paragraphsof AS 15 (revised 2005).

10. Earnings Per Share [EPS] :Earnings Per Share has been computed as under :

Particulars For the For theYear ended Year ended

31-03-2011 31-03-2010(Rs.) (Rs.)

12 months 12 months

(a) Profit after tax as per Profit & Loss Account (a) 44752393 35142552(b) Weighted average number of Equity Shares* (b) 8756250 8756250(c) Nominal Value of Equity Shares 10 10(c) Earning per share : (Basic & Diluted) * (a)/(b) NA NA(d) Earning per share : (Basic & Diluted) Annualised 5.11 4.01

11. Figures have been rounded to the nearest rupee value.12. Trade deposit received from Dealers/Customers, consignment agents are clubbed under

unsecured loans received from others.13. Company has raised equity share capital of Rs 5,64,37,500/- divided into 56,43,750 Shares of

Rs 10/- each with a premium of Rs 62/- per share, through Initial Public Offer during theFinancial Year 2011-2012. Such shares are allotted on 2nd July, 2011 . Provision for proposeddividend @ 5 % on equity share capital i.e. on total 1,44,00,000 equity shares have been made.


RUSHIL DECOR LIMITED14. All items of inventories as on 31st March, 2011 is taken as inventories taken, value and certified by

management of the company.15. During the Year company has started to maintain inventory record of process stock.

16. Deferred Tax :a) Consequent to the issuance of Accounting Standard 22 ‘ Accounting for Taxes on Income the

Institute of Chartered Accountant of India , the Company has recognized the deferred taxliability aggregating to Rs. 67,73,670/- in the profit and loss account in the current year.

b) Break up of Deferred Tax Liabilities and Deferred Tax Assets into major components of therespective balances are as under :

Particulars As On Addition during Balance as on01/04/2010 the year 31/03/2011

(Rs.) (Rs.) (Rs.)

Deferred Tax Liabilities :On account of timing differences[i] Depreciation 46372095 6773670 53145765[ii] Others 0 0 0 TOTAL 46372095 6773670 53145765Deferred Tax Assets 0 0 0Net Deferred Tax Liability/(Asset) 46372095 6773670 53145765

17. Related Party transaction :(a) Names of related parties and description of relationship :

Sr. No. Nature of Relationship Name of Related Parties

1 Associate Companies/Enterprise Rushil InternationalVertex Laminate Pvt. Ltd.Decoply AgencyShri Krupa Decorative Veneer Pvt. Ltd.Shri Krupa Eco Products Pvt. Ltd.Ghanshyam Sales Agency

2 Key Management Person Ghanshyambhai A. ThakkarKrupeshbhai G. Thakkar

3 Relative of key management person Ambalal D. Thakkar (Estate Account)Ambalal D. Thakkar HUFGhanshyambhai A. Thakkar HUFKrupeshbhai G. Thakkar HUFSaraswatiben N. ThakkarDinuben G. ThakkarKrupaben K. ThakkarRushil K. ThakkarAlpaben S. ThakkarSnehal K. ThakkarDhara V. ThakkarDhvanil V. ThakkarAditi V. ThakkarAlkaben G. Thakkar



Nature of Transaction Associate Key Management TotalCompanies Personnel &/Enterprises Relatives of

such Personnel2010-11 2009-10 2010-11 2009-10 2010-11 2009-10

(A) Volume of Transactions1) Sales of Goods 0 0 0 0

Rushil International 6918857 2097715 0 0 6918857 2097715

Vertex Laminate Pvt. Ltd. 1407980 888485 0 0 1407980 888485

Shree Krupa Decorative Veneer

Pvt. Ltd. 579050 714059 0 0 579050 714059

2) Capital Goods PurchasedDecoply Agency 46617 158497 0 0 46617 158497


3) Loan Taken/Grantedi) Ambalal D. Thakkar

Loan taken 0 0 0 0 0 0

Loan repaid 0 0 14874 0 14874 0

Balance at 31st March 0 0 0 14874 0 14874

Balance at 1st April 0 0 14874 190967 14874 190967

ii) Ambalal D. Thakkar HUF

Loan taken 0 0 223537 0 223537 0

Loan repaid 0 0 70000 37000 70000 37000



iii) Ghanshyambhai Thakkar - HUF

Loan taken 0 0 68410 0 68410 0

Loan repaid 0 0 0 15902 0 15902



iv) Krupeshbhai G. Thakkar - HUF

Loan taken 0 0 100000 50000 100000 50000

Loan repaid 0 0 100000 50766 100000 50766



v) Saraswatiben Thakkar

Loan taken 0 0 235140 0 235140 0

Loan repaid 0 0 70000 0 70000 0




RUSHIL DECOR LIMITEDNature of Transaction Associate Key Management Total

Companies Personnel &/Enterprises Relatives of

such Personnel2010-11 2009-10 2010-11 2009-10 2010-11 2009-10

vi) Smt.Dinuben G. Thakkar

Loan taken 0 0 5282960 20620000 5282960 20620000

Loan repaid 0 0 15142500 10699082 15142500 10699082



vii) Krupaben K. Thakkar

Loan taken 0 0 11514346 20964264 11514346 20964264

Loan repaid 0 0 10649545 21332589 10649545 21332589



viii)Rushil K. Thakkar

Loan taken 0 0 100500 0 100500 0

Loan repaid 0 0 0 0 0 0



ix) Alpaben S. Thakkar


Loan repaid 0 0 0 437085 0 437085



x) Alkaben G. Thakkar





xi) Alpaben G. Thakkar





xii) Krupeshbhai G Thakkar

Loan taken 0 0 39826795 41765430 39826795 41765430

Loan repaid 0 0 12031600 37206560 12031600 37206560





Nature of Transaction Associate Key Management TotalCompanies Personnel &/Enterprises Relatives of

such Personnel2010-11 2009-10 2010-11 2009-10 2010-11 2009-10

xiii) Ghanshyambhai A ThakkarLoan taken 0 0 114240427 32152933 114240427 32152933Loan repaid 0 0 115688506 3125104 115688506 3125104Balance at 31st March 0 0 28557727 30005806 28557727 30005806Balance at 1st April 0 0 30005806 589750 30005806 589750

xiv) Snehal K. ThakkarLoan taken 0 0 0 300000 0 300000Loan repaid 0 0 326593 245979 326593 245979Balance at 31st March 0 0 0 326593 0 326593Balance at 1st April 0 0 326593 269971 326593 269971

xv) Dhvanil V. ThakkarLoan taken 0 0 0 59506 0 59506Loan repaid 0 0 0 0 0 0Balance at 31st March 0 0 60439 60439 60439 60439Balance at 1st April 0 0 60439 0 60439 0

xvi) Aditi V. ThakkarLoan taken 0 0 0 59443 0 59443Loan repaid 0 0 0 0 0 0Balance at 31st March 0 0 60375 60375 60375 60375Balance at 1st April 0 0 60375 0 60375 0

xvii) Dhara V. ThakkarLoan taken 0 0 0 59443 0 59443Loan repaid 0 0 0 0 0 0Balance at 31st March 0 0 60375 60375 60375 60375Balance at 1st April 0 0 60375 0 60375 0

4) Managerial RemunerationGhanshyambhai Thakkar 0 0 2170843 2142043 2170843 2142043Krupeshbhai G. Thakkar 0 0 2159706 2130906 2159706 2130906

5) Dividend PaidAmbalal D. Thakkar 0 0 0 0 0 0Ambalal D. Thakkar HUF 0 0 4048 2024 4048 2024Ghanshyambhai Thakkar 0 0 5675948 2837974 5675948 2837974Ghanshyambhai Thakkar HUF 0 0 770764 385382 770764 385382Krupeshbhai G. Thakkar 0 0 4599404 2299702 4599404 2299702Krupeshbhai Thakkar HUF 0 0 2779386 1389693 2779386 1389693Saraswatiben N. Thakkar 0 0 417048 208524 417048 208524Smt. Dinuben G. Thakkar 0 0 475350 237675 475350 237675Krupaben K. Thakkar 0 0 790360 395180 790360 395180


RUSHIL DECOR LIMITEDNature of Transaction Associate Key Management Total

Companies Personnel &/Enterprises Relatives of

such Personnel2010-11 2009-10 2010-11 2009-10 2010-11 2009-10

6) Interest ExpensesAmbalal D. Thakkar 0 0 0 15452 0 15452

Ambalal D. Thakkar HUF 0 0 10785 10122 10785 10122

Ghanshyambhai Thakkar HUF 0 0 0 2705 0 2705

Krupeshbhai G. Thakkar 0 0 0 65935 0 65935

Krupeshbhai Thakkar HUF 0 0 0 199 0 199

Saraswatiben N. Thakkar 0 0 0 6266 0 6266

Smt. Dinuben G. Thakkar 0 0 0 8374 0 8374

Krupaben K. Thakkar 0 0 0 14239 0 14239

Rushil K. Thakkar 0 0 0 1457 0 1457

Alpaben S. Thakkar 0 0 0 52769 0 52769

Alkaben G. Thakkar 0 0 0 2637 0 2637

Alpaben G. Thakkar 0 0 0 1676 0 1676

Ghanshyambhai Thakkar 0 0 0 79816 0 79816

Snehal K Thakkar 0 0 0 59441 0 59441

Dhvanil V Thakkar 0 0 0 933 0 933

Aditi V Thakkar 0 0 0 932 0 932

Dhara V Thakkar 0 0 0 932 0 932

Partner of Rushil International 0 0 0 0 0

Krupesh Thakkar

Ghanshyambhai Thakkar

7) Coporate GuranteeGiven By Company

Vertex Laminate Pvt Ltd 60000000 60000000 0 0 60000000 60000000

Balance as at 31st March 39636050 47672104 0 0 39636050 47672104

8) Equity ContributionGhanshyambhai A. Thakkar 0 0 0 0 0 0

Krupeshbhai G. Thakkar 0 0 0 0 0 0

9) Salary to RelativeKrupaben K. Thakkar 0 0 1077312 819259 1077312 819259

(B) Balance at the end of the period1) Current Liabilities 0 0 0 0 0 0

2) Current Assets


Vertex Laminate Pvt. Ltd. 0 0 0 0 0 0



18. Information required by Part II of Schedule VI to the Companies Act, 1956(a) Quantitative and value analysis of stock, production and sales turnover of finished goods :

* Net of trading sales of Rs 1,09,11,247/- (previous year Rs 1,04,74,728/-).

DECORATIVE LAMINATE SHEETS :

Particulars Unit 2010-2011 2009-2010QUANTITY VALUE QUANTITY VALUE

Opening Stock Nos 363629 142272314 382476 143928176Production Nos 2495318 901318885 2343958 726824729Purchase Nos 120 110197 232 105672Sales Nos 2400998 1024574357 2362115 928726523Transfer(Self Consumption) Nos 659 0 922 0Closing Stock Nos 457410 188207383 363629 142272314

PARTICLE BOARD :

Particulars Unit 2010-2011 2009-2010NOS. SQ. MTR. VALUE NOS. SQ. MTR. VALUE

Opening Stock Sq. Mtr. 32544 96876.935 11420190 0 0 0Production Sq. Mtr. 358185 1066245.108 64786810 79266 235959.029 20164077Purchase Sq. Mtr. 0 0 0 0 0 0Sales Sq. Mtr. 343927 1023801.894 129482400 46722 139082.094 15422085Transfer (SelfConsumption) Sq. Mtr. 0 0 0 0 0 0Closing Stock Sq. Mtr. 46802 139320.194 17833722 32544 96876.935 11420190

(b) Particulars of Consumption of major Raw Materials :i) Consumption of Raw Materials in terms of Value* and Percentage :

Sr. Particulars 2010-2011 2009-2010No. Value Value

i) Imported 413166132 289993806(50.19%) (45.30%)

ii) Indigenous 410036298 350183633(49.81%) (54.70%)

* Net of Trading Purchase Rs 1,08,44,239/- (Previous Year Rs 97,20,842/-)

(c) Particulars of Power and Fuel Cost :

Sr. Particulars 2010-2011 2009-2010No. (in Rs) (in Rs)

1 Electricity 38893452 200782092 Firewood 6543200 89146303 Lignite & Coal 19923108 137839734 Diesal Expense 3673872 32027705 Rent for Diesal Generator 234000 531774

Total 69267632 46530856


RUSHIL DECOR LIMITEDii) Consumption of Raw Materials in terms of quantity and value :DECORATIVE LAMINATES

Name of Raw Material 2010-2011 2009-2010Qty.(Kgs.) Amount Qty.(Kgs.) Amount

(Rs.) (Rs.)

Base Paper 954311 817370Tissue Paper 80073 51154Kraft Paper 9016246 8240187Padding Paper 34385 29538Phenol 1531936 1575400Melamine 918865 829019Formaldehyde 6057994 6210338Methanol 1564335 1423965Bopp Films 25893 18051Urea 772320 593263D.E.G. 22247 25959PTS Acid/Amide 1319 1165T.E.A. 1869 1215

PARTICLE BOARD

Name of Raw Material 2010-2011 2009-2010Qty.(Kgs.) Amount Qty.(Kgs.) Amount

(Rs.) (Rs.)

U.F.Resin 1933272 553342M.F.Resin 111500 ---Malesiyan Pine 6592005 15540955 1905875 5842093Fire Wood Waste 2275700 427995Santhi 5297654 2554265

19. Foreign Currency Transactions :* Expenditure in Foreign Currency : 2010-2011 2009-2010- CIF Value For Import Raw Material 19,46,22,772/- 123661382/-- CIF Value For Import Capital Goods 12,71,90,996/- 42057002/-- Travelling Expenses 3,25,124/- 208667/-- Exhibition Expenses Nil/- 764401/-- Bank charges & Commission 25,40,282/- 1586956/-

Earning in foreign Currency :- C.I.F Value of sales 46,91,39,922/- 562631684/-* This includes actual inflow and outflow in foreign currency

20. Segment Reporting :Primary‘Business’ is the primary segment of the Company, comprising of ‘Decorative Laminates’ and‘Particle Board’.Primary business segments – Revenue by nature of products: * Net of trading Sales ofRs. 1,09,11,247/- (previous year Rs 1,04,74,728/-)

8076

6147

5

6343

3534

6



Details Sq. Mtr. Nos. Amount (in Rs)

Decorative Laminated Sheets * N.A 2400998 1024574357Particle Board 1023801.894 343927 129482400Total 1023801.894 2744925 1154056757

Revenue by geographical regions (i) Decorative Laminated Sheets * Net of Trading sales ofRs 1,09,11,247/- (previous year Rs 1,04,74,728/-)

Decorative Laminated SheetsDetails Nos. Amount (in Rs)

India * 1314771 578564399Outside India 1086227 446009958Total 2400998 1024574357

Revenue by geographical regions (ii) Plain Particle Board

Plain Particle BoardDetails Sq. Mtr. Nos Amount (in Rs)

India 1023801.894 343927 129482400Outside India 0 0 0Total 1023801.894 343927 129482400

21. The balance due to directors during the period. Maximum Balance Rs.10,63,80,157/- Cr andMinimum Balance Rs.6,37,357/- ( Previous Year : Maximum Balance Rs. 5,43,09,065/-Cr andMinimum Balance Rs. 22,157/- )

22. The following disclosures are made for the amounts due to the Micro, Small and MediumEnterprises :

(Rs. In lakhs)

(a) i Principal amount due and remaining unpaid ---ii Interest due thereon ---

(b) i The delayed payments of Principal amount paid beyond theappointed date during the entire accounting year ---

ii Interest actually paid under Section 16 of the due thereon Micro,Small and Medium Enterprises Development Act,2006 ---

(c) i Normal interest accrued during the year, for all the delayedpayments, as per the agreed terms. ---

ii Normal interest payable for the period of delay in makingpayment as per agreed terms. ---

(d) i Total interest accrued during the year ---ii Total interest accrued during the year and remaining unpaid ---

The above information regarding Micro, Small and Medium enterprises has been determined to theextent such parties have been identified on the basis of information available with the company.This has been relied upon by the Auditors.

23. Sundry creditors includes Rs. 10,16,289/- due to Small Scale & Ancillary industrial unit which isoutstanding for more than 30 days as at the Balance Sheet date. (Previous year Rs. 6,01,088 /-)This disclosure is based on the information available with the company, regarding the status of thesuppliers.



Sr. No. Party’s Name Outstanding as on 31-03-11 (in Rs)1. S.P. Wood Works 7421432. Cooline Mfg Pvt Ltd 741213. Sahil Enterprise 2000254. Arvind Rub-Web Controls Limited -

24. As per the practice consistently followed, Cenvat Duty on finished goods lying in the plants at theend of the period is neither included in expenditure nor valued in such stock, but is accounted foron clearance of goods. This has no effect on profit/loss for the period.

Signature to Schedules 1 to 23

As per separate report of even date attached. For, and on behalf of the Board

For D. R. Thakkar & Co.Chartered Accountants

[Dipak R. Thakkar] [Ghanshyambhai A.Thakkar] [Krupeshbhai G. Thakkar]PROPRIETOR Chairman Managing DirectorM. No. 43166Firm Reg. No. 110895W

Place : Ahmedabad [H. K. MODI]Date : 4th July, 2011 Company Secretary



CASH FLOW STATEMENT

PARTICULARS 2010-2011 2010-2011 2009-2010 2009-2010(in Rupees) (in Rupees) (in Rupees) (in Rupees)

(A) Cash Flow From Operating Activities :Profit before tax 66327013 67,451,817Adjustments for- Depreciation 23488544 17,565,440- Interest paid 55650275 47,035,075- Profit on Sale of Fixed Assets (3535) 0- Loss on Sale of Fixed Assets 654652 161,657- Preliminary Exp., W/off 655090 655,091- Misc. Assets W/off 309493 80754519 229,494 65,646,757Operating Profit BeforeWorking Capital Changes 147081532 133,098,574Adjustment for Change In:- Inventories (77571696) (23,195,877)- Receivable 29173104 28,161,990- Loans & Advances 2782408 2,787,663- Current liabilities 251384099 8,643,784- Provisions (5021760) 200746155 3,707,253 20,104,813

347827687 153,203,387Income Taxes Paid (15928109) (20,492,498)Less : Income Tax Refund 4732 (15923377) 16,404 (20,476,094)Net Cash Generated From Operations 331904310 132,727,293

(B) Cash flow from Investing activities :Purchase Of Fixed Assets (487368020) (202,329,998)Proceeds From Sale Of Fixed Assets 798552 649,798Purchase of Investments (4233) (2,915)Pre-Project Expenses --- ---Net Cash Generated From Investing Activities (486573701) (201,683,115)

(C) Cash Flow From Financing Activities :New Shares Issued --- ---Security Premium On Newly Issued Shares --- ---Secured Loans 246168430 114,622,970Unsecured Loans 60086775 20,939,732Interest Paid (55650275) (47,035,075)Interim - Dividend Paid(Including Tax on Interim Dividend) - (10,244,375)Dividend Paid (Including Tax On Dividend) (20488750) (11,732,500)Preferance Share Capital Redeemed 0 ---Amalgamation & Preliminary Exp. (557531) (595,000)Net Cash Generated From Financing Activities 229558649 65,955,752



PARTICULARS 2010-2011 2010-2011 2009-2010 2009-2010(in Rupees) (in Rupees) (in Rupees) (in Rupees)

Net Increase In Cash & Cash Equivalents 74889257 (3,000,070)Cash & Cash Equivalents At TheBeginning Of The Period 37191154 40,191,224Cash & Cash Equivalents At TheEnd Of The Period 112080411 37,191,154Cash On Hand 4,266,871 892,077Balances With The Banks 107,813,540 36,299,077Cash And Cash Equivalents 112,080,411 37,191,154

Notes to Cash Flow :-1. All figures in bracket are outflow.2. The above Cash Flow Statement has been prepared under the ‘ Indirect Method’ as set out

in Accounting Standard 3 on “ Cash Flow Statement “ issued by The Institute of CharteredAccountant of India.

As per separate report of even date attached. For, and on behalf of the Board

For D. R. Thakkar & Co.Chartered Accountants





FOR THE PERIOD 1-4-10 TO 31-03-11BALANCE SHEET ABSTRACT AND COMPANY’SGENERAL BUSINESS PROFILE

1 REGISTERATION DETAILS :Registeration No. .................................................................................U25209GJ1993PLC019532State Code .................................................................................................................................. 4Balance Sheet Date ..................................................................................................... 31-03-2011

2 CAPITAL RAISED DURING YEAR :Public Issue ............................................................................................................................. NILRight Issue ............................................................................................................................... NILBonus Issue ............................................................................................................................. NILPvt. Placement ........................................................................................................................ NIL

3 POSITION OF MOBILISATION AND DEVELOPMENT OF FUNDS :Total Liabilities ............................................................................................................1201120847Total Assets ................................................................................................................1201120847

4 SOURCES OF FUNDS :Paid up Capital .............................................................................................................. 87562500Secured Loan................................................................................................................ 711118618Reserves & Surplus ..................................................................................................... 167028909Unsecured Loan ........................................................................................................... 182265055Deferred Tax Liability ...................................................................................................... 53145765

5 APPLICATION OF FUNDS :Net Fixed assets ......................................................................................................... 885589537Net Current Assets ....................................................................................................... 312174963Investments.......................................................................................................................... 87148Preliminary Expenses ...................................................................................................... 3269199

6 PERFORMANCE OF THE COMPANY :Total Income .............................................................................................................. 1238632587Total Expenses ........................................................................................................... 1172305574Profit Before Tax ............................................................................................................. 66327013Profit After Tax ................................................................................................................ 44752393Earning Per Share ................................................................................................................... 5.11Dividend Rate ........................................................................................................................... 5%

7 GENERIC NAMES OF PRINCIPAL PRODUCTS/SERVICES OF THE COMPANY :Item Code .............................................................................................................................. N.A.Item Description : .............Manufacturing of Decorative Laminate Sheets and Plain Particle Board

Signatures to Schedule “ 1 “ to “ 23 “ forming the part of the Balance Sheet

For D. R. Thakkar & Co. For, and on behalf of the BoardChartered Accountants





AffixRs. 1/-

RevenueStamp

RUSHIL DECOR LIMITEDRegd. Office : S. No.125, Near Kalyanpura Patia, Gandhinagar - Mansa Road,

Village Itla, Tal: Kalol, Dist. Gandhinagar - 382845, Gujarat.

PROXY FORM

Folio No. : _______________________

*DP ID : _______________________

*Client ID : _______________________

I/we ___________________________________________ of __________________________________ being

a member / members of RUSHIL DÉCOR LIMITED, hereby appoint ________________________________of

_____________________________________ or failing him/her __________________________________

of __________________________________________ as my/our proxy to vote for me/us on my/our

behalf at the 17th Annual General Meeting of the Company to be held on Wednesday, 21st September,

2011 at 11.00 a.m. and at any adjournment thereof.

Signed this ______________ day of ______________ 2011

Signature ____________________________

* Applicable in case of shares held in Demat.Notes :- The proxy should be deposited with the Company not later than 48 hours before the commence-ment of the meeting. The proxy need not be a Member of the Company.

——————————————————— (TEAR HERE) ———————————————————

RUSHIL DECOR LIMITEDRegd. Office : S. No.125, Near Kalyanpura Patia, Gandhinagar - Mansa Road,

Village Itla, Tal: Kalol, Dist. Gandhinagar - 382845, Gujarat.

ATTENDANCE SLIP(To be presented at the entrance)

I hereby record my presence at the 17th Annual General Meeting of the Company held on Wednesday,21st September, 2011 at 11.00 a.m. at the Registered Office of the Company

Folio No. ____________________DP ID No. ______________Client ID No. ________________________

Name of the Member : ______________________________ Signature : ____________________________

Name of the Proxy holder :___________________________ Signature : ____________________________

1. Only Member/Proxy holder can attend the meeting2. Member/Proxy holder should bring his/her copy of the Annual Report for reference at the meeting.

rushil decor bs 10 11

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